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EXHIBIT 5.1
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]
November 30, 2000
The TriZetto Group, Inc.
567 San Nicolas Drive, Suite 360
Newport Beach, California 92660
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3, Registration No. 333-47764 (the "Registration Statement"), filed by
The TriZetto Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933 for resale of an aggregate of up to 1,079,554 shares (the
"Shares") of Common Stock, no par value, of the Company. The Shares may be sold
from time to time for the account of the Selling Shareholders, as defined in the
Registration Statement.
We have examined the proceedings heretofore taken and are familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, and assuming that the full consideration for each
Share has been received by the Company, it is our opinion that the Shares have
been, validly issued and outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
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STRADLING YOCCA CARLSON & RAUTH
